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Resolution Of Sole Director Form

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RESOLUTION OF SOLE DIRECTOR

The undersigned, being the sole director of

(the "Corporation"), hereby resolves to sell, assign and transfer

shares of the

stock of

, represented by certificate number

, registered in the name of the Corporation, and, for the purpose hereof,

the undersigned, being the sole officer of the Corporation, is hereby authorized to execute

on behalf of the Corporation all such conveyances, transfers, and other documents, to affix

the corporate seal of the Corporation and to do all things necessary to give effect to this

resolution.

The undersigned, President of the Corporation, hereby certifies that: (i) the foregoing is a

true copy of a resolution of the sole director of the Corporation adopted on

and that the said resolution is still in full force and effect, unamended, and (ii) the

undersigned is the sole director and officer of the Corporation on the date indicated below.

Signed at

on this

day of

(President Print & Sign Name)\

[affix Corporate Seal]

I hereby certify that there is no corporate seal:

President

We, the undersigned,

by our duly authorized officer(s), do

hereby certify that the signature of the President of the Corporation appearing herein

above is that of the sole director and officer of the Corporation.

per: _________________

Name:

Title:

[affix medallion guarantee(s) stamp]

per: _________________

Name:

Title:

Please note: The above certification must be completed along with a guarantee under the North

American STAMP, SEMP, or MSP Medallion programs.

*SF4409*

SF4409/7-14

Resolution Of Sole Director Form

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